Exhibit 10.8
ENDORSEMENT SPLIT DOLLAR
AGREEMENTS
AND AMENDMENTS THERETO
WITH
MESSRS. BLAIR, NAUGHTON,
SARGEANT,
FULLER, HOREY AND
MEYER
[Form of
individual Endorsement Split Dollar Agreements between the Company
and Bryce Blair (dated January 16, 2003 for $2,500,000),
Timothy J. Naughton (dated January 28, 2003 for $1,500,000),
Thomas J. Sargeant (dated January 21, 2003 for $1,500,000),
Samuel B. Fuller (dated January 23, 2003 for $1,500,000), Leo
S. Horey (dated February 19, 2003 for $750,000), and Gilbert
M. Meyer (February 5, 2003 for $2,500,000).]
ENDORSEMENT
SPLIT DOLLAR LIFE INSURANCE
AGREEMENT
FOR
___________________________
THIS AGREEMENT is made as of the ___day of ___,
2003, between AvalonBay Communities, Inc. (the
“Company”), and ___(the
“Insured”).
INTRODUCTION
_____________ (the “Insured”) is a
valuable employee of the Company. The Company wishes to continue
this employment relationship and, as an inducement thereto, is
willing to participate with the Insured in the payment of premiums
on certain life insurance policies as an additional form of
compensation for the Insured’s services as an employee of the
Company. This Agreement is intended to qualify as a life insurance
employee benefit plan as described in Revenue Ruling
64-328.
NOW, THEREFORE, the parties agree as
follows:
ARTICLE
1. GENERAL DEFINITIONS
The following terms shall have the meanings
specified:
1.1. “ Company ”
means AvalonBay Communities, Inc.,
or any successor thereto.
1.21. “ Insured ”
means the Employee.
1.3. “ Insurer(s)
” means the
insurance company or companies listed on Attachment 1
hereto.
1.4. “ Policy ” or “
Policies ” means the insurance policy or policies listed on
Attachment I, issued on the life of the Insured by the Insurer(s),
together with any supplementary contracts to such policies issued
by the Insurer(s).
ARTICLE
2. PREMIUMS
2.1. Premium Payments
. During the term of this Agreement,
each annual premium on each Policy shall be paid as
follows:
2.1.1. Insured’s Portion
. During the term of this Agreement
the Insured shall be obligated to pay a portion of each premium
equal to the current term rate for the Insured’s age
multiplied by the Insured’s current interest in the death
benefit of such Policy. The “current term rate” shall
mean the lesser of the Insurer’s term insurance rate or the
PS 58 rate, as specified in Revenue Rulings 64-328 and 66-110, or
any subsequently issued applicable authority. The Insured shall pay
the Insured’s portion of the premium through payroll
deduction.
2.1.2. Company’s Portion
. During the term of this Agreement
the Company shall pay any additional premium amounts not paid by
the Insured that are required to meet the Company’s premium
obligations to the Insured under the Plan.
2.2. Timing . The Insured’s portion of the premium and
the Company’s portion of the premium shall be remitted to the
Insurer before expiration of the grace period.
ARTICLE
3. POLICY OWNERSHIP AND INSURED’S BENEFITS
3.1. Company’s Interest
. The Company shall be the sole and
exclusive owner of each Policy and the direct beneficiary of an
amount of the death proceeds of each Policy equal to the aggregate
premiums paid by the Company under the Policy.
3.2. Insured’s Interest
. The Insured shall have the right,
during the term of this Agreement, to designate and change direct
and contingent beneficiaries (and to elect and change a payment
plan for such beneficiaries) with respect to the amount of the
death proceeds of each Policy in excess of that payable to the
Company pursuant to Section 3.1.
3.3. Payment from Insurer
. Benefits may be paid under each
Policy by the applicable Insurer either by separate checks to the
parties entitled thereto, or by a joint check. In the latter
instance, the Insured and the Company (and, if applicable, their
respective beneficiaries) shall divide the benefits as provided
herein.
ARTICLE
4. TERMINATION OF AGREEMENT
This Agreement shall terminate upon the earlier
to occur of the Insured’s termination of employment, the
Insured’s failure to pay any amounts due under
Section 2.1.1 of the Agreement, or the date mutually agreed to
by the Company and the Insured. Upon termination of this Agreement,
the Insured’s rights hereunder shall terminate.
ARTICLE
5. INSURER(S)
Each Insurer shall be bound only by the
provisions of and endorsements on its Policy, and any payments made
or actions taken by it in accordance therewith shall fully
discharge it from all claims, suits and demands of all persons. The
Insurer shall in no way be bound by or be deemed to have notice of
the provisions of